|
Date
of Report (Date of earliest event reported):
|
January
15, 2008
|
|
STERLING
CONSTRUCTION COMPANY, INC.
|
|
Delaware
|
1-31993
|
25-1655321
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
20810
Fernbush Lane
Houston,
Texas
|
77073
|
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code: (281)
821-9091
|
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 142-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
|
|
·
|
A
base salary of $365,000, payable in bi-weekly installments at the
same
time as other managers of the Company are paid.
|
|
|
·
|
A
base deferred salary of $162,500, which is payable in a lump sum,
but only
if at the end of a given year the Company has achieved at least 75%
of the
EBITDA (which is defined below) budgeted for that year; and
|
|
|
·
|
An
incentive bonus of up to $162,500. Sixty percent is payable only
if at the
end of a given year the Company has achieved or exceeded the budgeted
earnings per share for that year, and up to forty percent is payable,
based upon the extent, if at all, that the employee by year end has
achieved his personal goals and objectives for that year.
|
|
|
Plus
|
Interest
expense for the
period;
|
|
|
Plus
|
Depreciation
and amortization
expense for the period;
|
|
|
Plus
|
Federal
and state income tax
expense incurred for the period;
|
|
|
Plus
|
Extraordinary
Items (to the
extent negative) if any, for the period;
|
|
|
Minus
|
Extraordinary
Items (to the
extent positive) if any;
|
|
|
Minus
|
Interest
income for the period;
and
|
|
|
Minus
|
Any
fees paid to non-employee
directors.
|
|
|
·
|
Each
is entitled to participate in the Company's health and other insurance
plans to the same extent and on the same basis as other employees
of the
Company.
|
|
|
·
|
Each
is entitled to so many days of vacation as he believes is appropriate
in
light of the needs of the business. This provision is retroactive
to the
beginning of 2007 and supersedes the vacation provisions of their
prior
employment agreements.
|
|
|
·
|
The
Company is obligated to elect annually each employee to his current
positions.
|
|
|
·
|
If
either employee is terminated without cause, becomes permanently
disabled,
or if he resigns because the Company commits a material breach of
a
material term of his employment agreement and fails to cure the breach
within 30 days, the Company is obligated to —
|
|
|
o
|
pay
him his then current base salary for the balance of the term of the
agreement or for twelve full calendar months, which ever period is
longer;
|
|
|
o
|
to
pay him a portion of the base deferred salary and incentive bonus
that he
would have earned had he remained an employee of the Company through
the
end of the calendar year in which his employment terminated, based
on the
number of days during the year that he was an employee; and
|
|
|
o
|
provide
him with the same medical and dental coverage he had prior to the
termination of his employment, provided that he pays the Company
the
annual premium for those benefits that would be payable under COBRA
(less
the COBRA administrative surcharge,) and the Company is obligated
to
reimburse him for those payments. To the extent that any medical
or dental
expense or in-kind benefits are taxable to the employee in a given
year,
the Company is obligated to reimburse them.
|
|
|
·
|
If
either of Mr. Manning or Mr. Harper dies during the term of his agreement,
the Company is obligated to pay him his salary then in effect through
the
date of his death and a portion of any base deferred salary and any
incentive bonus that he would have earned had he remained an employee
through the end of the calendar year in which his death occurred,
based on
the number of days during the year that he was an employee.
|
|
|
·
|
The
Company may terminate either employee's employment for cause. Cause
is
defined generally as neglect of duties, gross negligence, an act
of
dishonesty, conviction of a crime; participation in an activity involving
moral turpitude that is or could reasonably be expected to be injurious
to
the business or reputation of the Company, and immoderate use of
alcohol
and/or the use of non-prescribed narcotics that adversely and materially
affects the performance of his duties.
|
|
|
·
|
Each
employee has the right to resign his employment on 90 days prior
written
notice to the Company, in which case, if the Company achieves 75%
of
budgeted EBITDA for the year in which the resignation occurs, the
Company
is obligated to pay the employee a portion of his base deferred salary,
based on the number of days during the year that he was an employee
of the
Company.
|
|
|
·
|
Each
employee is prohibited from competing with the Company's business
in Texas
or in any other state in which the Company derives at least 10% of
its
revenues. This non-compete obligation remains in effect following
the
termination of his employment for twelve months or for the period,
if any,
during which the Company is obligated to continue to pay him his
salary,
whichever period is longer.
|
|
|
·
|
The
Company is obligated to indemnify each employee in his capacity as
a
director, officer and/or employee of the Company and of any affiliate
of
the Company to the fullest extent permitted by the Company's charter,
its
by-laws and the laws of the State of Delaware and to provide coverage
at
the Company's expense under a standard form of directors and officers
liability insurance policy.
|
|
|
·
|
Each
employee is entitled upon the termination of his employment to purchase
any insurance maintained by the Company for its own benefit on his
life at
its then cash surrender value.
|
|
Item
9.01
|
Financial
Statements and Other Exhibits
|
|
Exhibit
No.
|
Description
|
|
|
10.1#
|
Employment
Agreement dated as of July 19, 2007 between Sterling Construction
Company,
Inc. and Patrick T. Manning (filed herewith)
|
|
|
|
||
|
10.2#
|
Employment
Agreement dated as of July 19, 2007 between Sterling Construction
Company,
Inc. and Joseph P. Harper, Sr. (filed herewith)
|
|
|
|
||
|
10.3#
|
Employment
Agreement dated as of July 16, 2007 between Sterling Construction
Company,
Inc. and James H. Allen, Jr. (filed herewith)
|
|
|
|
||
|
10.4#
|
Option
Agreement dated August 7, 2007 between Sterling Construction Company,
Inc.
and James H. Allen, Jr. (filed
herewith)
|
|
Date:
January 17, 2008
|
Sterling
Construction Company,
Inc.
|
|
/s/
Roger M. Barzun
|
|
|
Roger
M. Barzun
|
|
|
Senior
Vice President
|
|
Exhibit
No.
|
Description
|
|
|
10.1#
|
Employment
Agreement dated as of July 19, 2007 between Sterling Construction
Company,
Inc. and Patrick T. Manning (filed herewith)
|
|
|
|
||
|
10.2#
|
Employment
Agreement dated as of July 19, 2007 between Sterling Construction
Company,
Inc. and Joseph P. Harper, Sr. (filed herewith)
|
|
|
|
||
|
10.3#
|
Employment
Agreement dated as of July 16, 2007 between Sterling Construction
Company,
Inc. and James H. Allen, Jr. (filed herewith)
|
|
|
|
||
|
10.4#
|
Option
Agreement dated August 7, 2007 between Sterling Construction Company,
Inc.
and James H. Allen, Jr. (filed
herewith)
|